[HISTORY: Adopted by the Board of Commissioners of York County 4-26-2017 by Ord. No. 2017-03. Amendments noted where applicable.]
The name of this intergovernmental cooperative entity shall
be the "York/Adams HealthChoices Joinder Governing Board" ("YAJB").
The counties shall incorporate the YAJB as a Pennsylvania nonprofit
corporation. The YAJB shall be organized pursuant to 53 Pa.C.S.A.
§ 2301 et seq.
The purpose of the YAJB shall be to directly contract with DHS
in order to serve as the primary contractor for the HealthChoices
Program for the Counties of York and Adams, to contract with a Behavioral
Health Managed Care Organization ("BH-MCO"), to administer and operate
the HealthChoices Program on behalf of the Counties of York and Adams,
and to meet the medical and social service needs of the individuals
in the Counties of York and Adams, as set forth by the HealthChoices
Program.
A.
Authority rests in state law under Pennsylvania's Mental Health
and Intellectual Disability Act of 1966, 50 P.S. § 4101
et seq. (1966 MH/ID Act); Mental Health Procedures Act of 1976, 50
P.S. § 7101 et seq.; Drug and Alcohol Abuse Control Act,
71 P.S. § 1690.101 et seq., as amended; and pursuant to
the HealthChoices Program, administered by DHS. The agreement shall
act as the bylaws for the YAJB.
B.
YAJB is mandated to:
(1)
Do any and all lawful things to meet the behavioral health care needs,
including the medical and social service needs, of the citizens of
York and Adams Counties covered by the HealthChoices Program.
(2)
Administer and operate a comprehensive and integrated network of
locally accountable, publicly funded services for the purpose of promoting
excellence and delivery of behavioral health care, including but not
necessarily limited to services pursuant to the HealthChoices Program,
administered by DHS.
(3)
Confirm the establishment, funding, and operation of the YAJB, on
behalf of the Counties of York and Adams, in jointly managing the
HealthChoices Program.
(4)
Provide for the YAJB to serve as the primary contractor for the HealthChoices
Program and to enter into contracts on its own with DHS and BH-MCOs
and such other and necessary contracts and/or documents relating to
the HealthChoices Program.
C.
YAJB shall be empowered to enter into contracts for policies of group
insurance and employee benefits, including social security, for its
employees.
D.
YAJB is further mandated to do any and all lawful acts and things
which may be necessary, useful, suitable, or proper for the furtherance
or accomplishment of the purposes set forth in the agreement.
A.
Members. The members of the YAJB shall be the Counties of York and
Adams ("members") and they shall be represented by the Commissioners
of each county ("Commissioners"). The Commissioners shall be considered
eligible to vote on member matters. Each county shall be a separate
member as to the respective rights and powers of the members in the
agreement.
B.
Powers of the members. The following powers are reserved exclusively
to the members, and no attempted exercise of any such powers by anyone
other than the members shall be valid or of any force or effect whatsoever:
(1)
Require implementation of the HealthChoices Program consistent with
the YAJB's policies, administration, and operations;
(2)
Appoint directors of the YAJB;
(3)
Remove and replace directors of the YAJB;
(4)
Approve any amendments to the agreement;
(5)
Request and receive audits, financial reports, and any other information
from the YAJB, including, as necessary, access to the YAJB records;
and
(6)
Determine the distribution of assets of the YAJB upon dissolution
in conformity with 53 Pa.C.S.A. § 2301 et seq. or such other
regulations adopted by DHS, the Office of Mental Health and Substance
Abuse Services ("OMHSAS"), or federal agencies having authority over
the HealthChoices Program which the YAJB implements under the agreement.
A.
Annual meeting. The annual meeting of the members of the YAJB ("annual
meeting") shall be held in the month of June of each year or at such
other time as may be determined by the members at a duly convened
meeting or by unanimous written consent, for the transaction of any
such business as may come before the members.
B.
Meetings. Other than the annual meeting, the members may hold meetings
of the YAJB, for any purpose or purposes, as may be called for by
a majority vote of the members or at the request of the YAJB.
C.
Notice of meeting. Notices of any meetings shall be given as mutually
agreed upon by and between the members and the YAJB.
D.
Waiver. A waiver in writing, signed by the member entitled to notice,
shall be deemed equivalent to notice of any meeting of the members
of the YAJB. Except for special meetings, the specific business to
be transacted need not be stated in the waiver. Such a waiver may
be made before or after the time of notice stated in this section.
Attendance of a member at a meeting shall constitute a waiver of notice
of such meeting, except when the member attends the meeting for the
express purpose of objecting, at the beginning of the meeting, to
the transaction of any business because the meeting is not lawfully
called or convened.
E.
Voting. All business of the members of the YAJB shall be transacted by the affirmative vote of a majority of the Commissioners representing the members, except as set forth in § 122-22.
F.
Use of conference telephone and similar equipment. One or more of
the Commissioners may participate in a meeting of the members of the
YAJB by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear
each other. All persons so participating shall be deemed present in
person at the meeting.
A.
General powers. The oversight of the YAJB shall be vested in a Board
of Directors, subject only to those powers and functions reserved
to the members.
B.
Number, tenure, and qualifications. The Board of Directors shall
consist of six directors: Adams County will have three representatives
on the Board of Directors, all of whom shall be Commissioners of Adams
County; York County shall have three representatives on the Board
of Directors, all of whom shall be Commissioners of York County.
C.
Standard of care and justifiable reliance.
(1)
A director shall stand in a fiduciary relation to the YAJB and shall
perform his or her duties as a director, in good faith, in a manner
he or she reasonably believes to be in the best interests of the YAJB,
and with such care, including reasonable inquiry, skill, and diligence,
as a person of ordinary prudence would exercise under similar circumstances.
In performing his or her duties, a director shall be entitled to rely
in good faith on information, opinions, reports or statements, including
financial statements and other financial data prepared or presented
by any of the following:
(a)
One or more officers, Executive Director, or employees of the
YAJB whom the directors reasonably believe to be reliable and competent
in the matters presented; or
(b)
Counsel, public accountants, or other persons as to matters
which the directors reasonably believe to be within the professional
or expert competence of such person or persons.
(2)
A director shall not be considered to be acting in good faith if
the director has knowledge concerning the matter in question that
would cause his or her reliance to be unwarranted.
D.
Officers of the Board. The Officers of the YAJB shall be a President,
a Secretary, and a Treasurer. Only the President must be an active
director of the Board. The President and Secretary will be elected
by a vote of the members of the YAJB as soon as practical after the
effective date of the agreement; and thereafter, at the annual meeting,
to serve for one year, or until their successors have been duly elected.
In the case of any vacancy occurring in any of said offices, a successor
may be elected at any regular meeting of the Board to complete the
unexpired term of the vacant office. The Treasurer shall be the Chief
Fiscal Officer of the HealthChoices Program.
(1)
President. The President shall conduct all meetings of the Board
unless he or she delegates this authority, on a temporary basis, to
another director.
(2)
Secretary. The Secretary shall keep a record of all proceedings of
the Board of Directors and the members.
(3)
Treasurer. The Treasurer will perform the duties of the Chief Fiscal
Officer of the HealthChoices Program.
E.
Replacement. In the event of any vacancy on the Board of Directors,
the directors of the county affected by the vacancy shall appoint
a new director, who shall be a Commissioner of that county, as a replacement.
F.
Quorum. The Board of Directors represented by at least five of its
current directors, either in person or by proxy, at any meeting shall
constitute a quorum at such meeting.
G.
Voting.
(1)
Allocation of votes. Adams County shall be allocated three votes
and York County shall be allocated three votes. A majority of votes
(that is, four votes) shall be required to pass a resolution.
(2)
Decisions requiring voting of the Directors. The following issues
shall require action by majority vote of the Board of Directors:
H.
Assignment of votes. Directors may assign their vote to any other
director of their county, who will be present at a Board meeting in
their absence, to serve as a proxy ("proxy"). A proxy must be in writing,
signed by the absent director and delivered to the Secretary prior
to the start of any meeting.
I.
Execution of documents. All contracts and agreements authorized by
the Board of Directors shall be signed by the appropriate representative
of YAJB.
J.
Voting by mail or e-mail. Directors may elect to conduct voting by
mail or e-mail in such manner as the Board of Directors determines.
The fiscal year of the YAJB shall commence July 1 and end on
June 30 of each year.
A.
Expenses and operating cash. To the extent contributions are needed
to fund the expenses of the YAJB, or to meet operating cash requirements
of the YAJB, a member's cash contribution will be determined
by multiplying the requirement by a percentage using the estimated
member months attributable to enrollees within the member county divided
by the total estimated member months attributable to HealthChoices-eligible
persons ("enrollees") of the counties. Grants or other revenue sources
to individual members, to the extent applied to the HealthChoices
Program but not contributed to the YAJB, shall be considered by the
Board of Directors and result in an adjustment in the members'
contributions, as reasonably determined by the Board.
B.
Equity and insolvency. Should the YAJB need members' assistance in meeting equity and insolvency requirements, as determined by the Board of Directors, the member's share will be determined by the same formula as set forth in § 122-8A above, and the requirement may be funded with letters of credit or other instruments acceptable to DHS.
The agreement, together with any subsequent amendments and/or
revisions to the agreement, shall govern the management of the YAJB
and the HealthChoices Program.
The Board of Directors may establish such advisory groups as
are mandated by statute or as recommended to the Board by the YAJB.
Said advisory groups shall be comprised of individuals representing
various HealthChoices Program interest groups, especially consumers
of services, consumer family members, and providers of services.
A.
Third-party actions. The YAJB shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit, or proceedings, whether civil,
criminal, administrative, or investigative (other than an action by
or in the right of the YAJB) by reason of the fact that he or she
is or was a representative of the YAJB, or is or was serving at the
request of the YAJB as a representative of another partnership, joint
venture, trust, or other enterprise, against expenses (including reasonable
attorneys' fees), judgments, fines, and amounts paid in settlement
actually and reasonably incurred by him or her in connection with
such action, suit, or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in, or not opposed
to, the best interests of the YAJB, and with respect to any criminal
conduct, was not unlawful. The termination of any action, suit, or
proceeding by judgment, order, settlement, conviction, or upon a plea
of nolo contendere or its equivalent, shall not of itself create a
presumption that the person did not act in good faith and in a manner
which he or she reasonably believed to be in, or not opposed to, the
best interests of the YAJB, and with respect to any criminal action
or proceeding, had reasonable cause to believe that his or her conduct
was unlawful.
B.
Derivative actions. The YAJB shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened,
pending, or completed action or suit by or in the right of the YAJB
to procure a judgment in its favor by reason of the fact that he or
she is or was a representative of the YAJB, or is or was serving at
the request of the YAJB as a representative of another partnership,
joint venture, trust, or other enterprise, against expenses (including
reasonable attorneys' fees), actually or reasonably incurred
by him or her in connection with the defense or settlement of such
action or suit if he or she acted in good faith and in a manner he
or she believed to be in, or not opposed to, the best interests of
the YAJB and except that no indemnification shall be made with respect
to any claim, issue, or matter as to which such person shall have
been adjudged to be liable for willful misconduct in the performance
of his or her duty to the YAJB unless and only to the extent that
the Court of Common Pleas of the county in which the registered office
of the YAJB is located or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication
of liability, is fairly and reasonably entitled to indemnity for such
expenses which the Court of Common Pleas or such other court shall
deem proper.
C.
Procedure for effecting indemnification. Any indemnification shall
be made by the YAJB only as authorized in the specific case upon a
determination that indemnification of the representative is proper
in the circumstances because he or she has met the applicable standard
of conduct set forth in the agreement. Such determination shall be
made:
(1)
By the Board of Directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit or proceeding;
and
(2)
If such a quorum is not available, or even if obtainable and where
a majority vote of a quorum of disinterested directors so directs,
by independent legal counsel in a written opinion.
D.
Advancing expenses. Expenses incurred in defending a civil or criminal
action, suit, or proceeding may be advanced by the YAJB prior to the
final disposition of the action, suit, or proceeding as authorized
by the Board of Directors in specific cases upon receipt of an undertaking
by or on behalf of the representative to repay such amount unless
it shall ultimately be determined that he or she is entitled to be
indemnified by the YAJB as authorized in the agreement.
E.
Scope of indemnification. The indemnification provided by this section
shall not be deemed exclusive of any other rights to which a person
seeking indemnification may be entitled under any agreement, vote
of disinterested directors, or otherwise, including any rights to
which a person may be entitled under the Volunteer Protection Act
of 1997, Pub. L. No. 105-19, 11 Stat. 218 (1997),[1] both as to action in his or her official capacity and
as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a representative, and
shall inure to the benefit of the heirs and personal representatives
of such a person.
[1]
Editor's Note: See 42 U.S.C. § 14501 et seq.
F.
Right of indemnification continuous. The right to indemnification
and the advancement of expenses shall continue as to a person who
has ceased to be a director of the Board or an officer of the YAJB
or to serve in any of the other capacities described herein, and shall
inure to the benefit of the heirs, executors, and administrators of
such person.
G.
Right against the YAJB. If a claim for indemnification under this
section is not paid in full by the YAJB within 30 days after a written
claim therefor has been received by the YAJB, the claimant may, at
any time thereafter, bring suit against the YAJB to recover the unpaid
amount of the claim and, if successful in whole or in part on the
merits or otherwise in establishing his or her right to indemnification
or to the advancement of expenses, the claimant shall be entitled
to be reimbursed for the expense of prosecuting such claim.
H.
Indemnification fund. The YAJB may create a fund, which may, but
need not be, under the control of a trustee, or otherwise secure to
ensure its indemnification obligations, including its obligation to
advance expenses, whether arising under this section or otherwise.
I.
Modification. Neither the modification, amendment, alteration, or
repeal of the agreement or any of its provisions nor the adoption
of any provision inconsistent with this section or any of its provisions
shall adversely affect the rights of any person to indemnification
and advancement of expenses existing at the time of such modification,
amendment, alteration, or repeal or the adoption of such inconsistent
provision.
A.
Fidelity bonds. To the extent deemed necessary, the officers shall
be covered by bonds of fidelity, secured from a guaranty company,
in amounts determined and approved by the Board of Directors. The
YAJB shall defray the cost of any fidelity bond.
B.
General liability insurance. Liability insurance shall be secured
covering the Board of Directors and the officers, in amounts determined
and approved by the Board of Directors, but not less than $1,000,000
per occurrence.
Given the cooperative nature that exists, and which shall continue
to exist, between the Directors and the YAJB, coupled with the need
to share sensitive data amongst themselves, each director shall respect
the confidentiality of any and all sensitive information which he
or she may receive from the other directors and shall not use such
information to the competitive detriment of any other director or
county of a director.
All assets and property of the HealthChoices Program and services
thereunder, including but not limited to all tangible assets, intellectual
property, intangible assets, documents, computer programs and other
data, in whatever format maintained, are owned by the YAJB unless
otherwise specified herein or in documents and contracts related to
the programs and services.
York County shall serve as the employer of all the YAJB employees,
and all the YAJB employees shall be subject to the overall personnel
policies and procedures of York County and shall be participants in
York County pensions and other benefit plans.
The term for which the YAJB is to exist is perpetual unless
dissolved as provided herein. The YAJB may dissolve by resolution
of the members, which resolution must be concurred in by a majority
vote of the allotted member votes of the YAJB. The manner of dissolution
also shall be as required by the laws of the United States, the Commonwealth
of Pennsylvania, DHS, OMHSAS, and the requirements of law shall prevail
if there is any conflict herewith. Upon the dissolution of the YAJB,
each county, after paying or making provision for the payment of all
of the liabilities of the YAJB, shall offer and, if accepted, transfer
all net assets to the respective counties on an allocated basis as
defined herein or any other organization designated by such county
and which is organized and operated exclusively for the provision
of medical, mental health, mental retardation, chemical dependency
treatment, and social services. If the assets are not accepted or
designated to another organization by each county, then the members
shall dispose of all of the assets of the YAJB exclusively for the
purposes of the YAJB in such manner, or to such organization or organizations
organized and operated exclusively for the provision of medical, mental
health, mental retardation, chemical dependency treatment, and social
services, as the members shall determine.
Each member agrees that any retained revenue at the end of the
fiscal year will be divided proportionally to MA lives in each county
and each county will plan for the development of additional services
in its region in such amounts and to the extent permitted as part
of the reinvestment plans as defined in the HealthChoices Program's
governing documents and as approved by DHS.
Each county shall allocate risk and equity requirements as established
by DHS/OMHSAS based upon annual capitation revenue.
A county may withdraw from the YAJB in accordance with the process
set forth in this section.
A.
A withdrawing county shall provide written notice to the other county.
B.
"Early withdrawal" is a withdrawal for which written notice is given
to the other county on or prior to the date which is 45 days after
the withdrawing county's receipt of final proposed DHS rates
for implementation of the counties' HealthChoices Program. An
early withdrawal then shall become effective 180 days after the required
written notice of withdrawal is given, and the withdrawing county
shall forfeit its prior contributions paid to the YAJB, shall pay
any contributions due and owing to the effective date of withdrawal,
and shall reimburse the YAJB for expenses of the YAJB in effectuating
the early withdrawal.
C.
For a withdrawal after the early withdrawal (a "general withdrawal"),
the effective date of such withdrawal shall be nine months from the
date on which the written notice is given to the other county or the
end of the then fiscal year of the counties' HealthChoices Program,
whichever is later. The withdrawing county shall forfeit its prior
contributions paid to the YAJB, shall pay any contributions due and
owing to the effective date of the withdrawal, and shall reimburse
the YAJB for expenses of the YAJB in effectuating the general withdrawal.
D.
For either an early withdrawal or general withdrawal:
(1)
A withdrawing county's required contributions and any other
investment of funds made by or due from the withdrawing county prior
to its withdrawal, shall be paid to and/or forfeited to the YAJB.
(2)
Any HealthChoices Program planning, financial, product development,
or other confidential data shall belong to the YAJB and shall not
be used by the withdrawing county without the written consent of the
remaining county.
(3)
The withdrawing county shall adhere to all DHS requirements respecting
withdrawal and continuation of services to its MA recipients, among
other requirements.
The counties shall in good faith take all actions as may be
necessary or appropriate to fulfill the purposes of the YAJB.
No county signatory hereto may assign its rights and obligations
in the YAJB, except to another governmental entity and with the prior
written consent of the nonassigning county, which shall not be unreasonably
withheld.
The agreement shall not be modified or amended except by written
instrument duly executed on behalf of each member, which shall require
the affirmative vote of at least two of the Commissioners representing
each member.
This chapter shall supersede and repeal all ordinances, resolutions
and parts thereof inconsistent or conflicting herewith.
This chapter shall become effective on April 19, 2017.
If any sentence, clause, section or part of this chapter is
for any reason found to be unconstitutional, illegal, or invalid,
such unconstitutionality, illegality or invalidity shall not affect
or impair the remaining provisions, sentences, clauses, section or
parts of this chapter. It is hereby declared to be the intent of the
York County Board of Commissioners that this chapter would have been
adopted and would be enforceable had such unconstitutional, illegal,
or invalid sentence, clause, section or part thereof not been included
herein.
